| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
La Rosa Holdings Corp. [ LRHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/16/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/12/2023 | M | 377,428 | A | $3.5(1) | 5,777,428 | D | |||
| Common Stock | 10/12/2023 | M | 60,000 | A | $5(2) | 5,837,428 | D | |||
| Common Stock | 10/12/2023 | M | 285 | A | $5 | 285(3) | I | By Celebration Office Condos, LLC(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $5 | 10/12/2023 | M | 1,321 | 10/12/2023 | 10/12/2023 | Common stock | 377,428 | $0.00 | 0.00 | D | ||||
| Series A Convertible Preferred Stock | $5 | 10/12/2023 | M | 1 | 10/12/2023 | 10/12/2023 | Common stock | 285(3) | $0.00 | 0.00 | I | By Celebration Office Condos, LLC(4) | |||
| Explanation of Responses: |
| 1. Represents conversion of 1,321 shares of Series A Convertible Preferred Stock, $0.0001 par value per share, into 377,428 shares of the Issuer's common stock based on a 30% discount to the per share price on the date of closing of the Issuer's initial public offering made pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission. |
| 2. Represents 60,000 shares of common stock issued to Mr. La Rosa pursuant to his Debt Exchange Agreement with the Issuer dated March 27, 2023, calculated based on the per share price on the date of closing of the Issuer's initial public offering made pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission. |
| 3. Represents conversion of 1 share of Series A Convertible Preferred Stock, $0.0001 par value per share, into 285 shares of the Issuer's common stock based on a 30% discount to the per share price on the date of closing of the Issuer's initial public offering made pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission. |
| 4. Owned by Celebration Office Condos, LLC, a company owned and controlled by Joseph La Rosa. |
| /s/ Joseph La Rosa | 11/14/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
